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<br />The parties further agree that any and all legal actions or proceedings relating to this <br />Agreement shall be brought in a state or federal court sitting in San Mateo County, <br />California. By execution of this Agreement, the parties submit to the jurisdiction of said <br />courts and hereby irrevocably waive any and all objections, which they may have with <br />respect to venue in any court sitting in San Mateo County, California. <br /> <br />Binding Nature and Assignment. <br />This Agreement shall bind the parties and their successors and permitted assigns. <br />Neither party may assign this Agreement without the prior written consent of the other. <br />Any assignment attempted without the written consent of the other party shall be void. <br /> <br />d. City Not Liable for Delays. <br />It is agreed that the City shall not be liable to the Company, its agents or representatives <br />or any subcontractor for or on account of any stoppages or delay in the performance of <br />any obligations of the City or any other party hereunder. <br /> <br />e. Force Majeure. <br />Neither party shall be liable for any failure or delay in the performance of its obligations <br />pursuant to this Agreement and such failure or delay shall not be deemed a default of <br />this Agreement or grounds for termination hereunder if all of the following conditions <br />are satisfied: <br /> <br />(a) If such failure or delay: <br /> <br />i. could not have been prevented by reasonable precaution; <br /> <br />ii. cannot reasonably be circumvented by the non-performing party <br />through the use of alternate sources, work-around plans, or other means; <br />and <br /> <br />iii. if, and to the extent, such failure or delay is caused, directly or indirectly, <br />by fire, flood, earthquake, hurricane, elements of nature or acts of God, <br />acts of war, terrorism, riots, civil disorders, rebellions or revolutions or <br />court order. <br /> <br />(b) An event which satisfies all of the conditions set forth above shall be referred to <br />as a "Force Majeure Event." Upon the occurrence of a Force Majeure Event, the <br />Company shall be excused from any further performance of those of its <br />obligations which are affected by the Force Majeure Event for as long as (a) such <br />Force Majeure Event continues and (b) the Company continues to use <br />commercially reasonable efforts to recommence performance whenever and to <br />whatever extent possible without delay. <br /> <br />(c) Upon the occurrence of a Force Majeure Event, the Company shall immediately <br />notify the City by telephone (to be confirmed by written notice within two (2) <br />days of the inception of the failure or delay) of the occurrence of a Force Majeure <br />Event and shall describe in reasonable detail the nature of the Force Majeure <br />Event. <br /> <br />Strikes, slowdowns, lockouts, walkouts, industrial disturbances and other labor <br />disputes shall not constitute Force Majeure Events and shall not excuse the <br />Company from the performance of its obligations under this Agreement. The <br />parties also expressly acknowledge that interruptions in operations or in the <br />